EXHIBIT D(4)
SECOND AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
Effective as of July 22, 2002
Credit Suisse Asset Management Limited
Xxxxxxxx Xxxxx
00 Xx. Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Ladies and Gentlemen:
This amends the Sub-Investment Advisory Agreement (the
"Sub-Advisory Agreement") dated as of July 14, 2000, as amended May 14, 2002, by
and among Credit Suisse Emerging Markets Fund, Inc. (the "Fund"), Credit Suisse
Asset Management, LLC ("CSAM") and Credit Suisse Asset Management Limited (the
"Sub-Adviser"). Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Sub-Advisory Agreement.
In consideration of the covenants and agreements expressed
herein, the parties agree as follows:
1. Effective July 22, 2002, the Sub-Advisory Agreement
is hereby amended and restated in its entirety as follows:
"SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 per annum (the
"Total Fee"), one quarter of which shall be payable in U.S. dollars in
arrears on the last business day of each calendar quarter. The fee for
the first period during which this Agreement is in effect shall be
pro-rated for the portion of the calendar quarter that the Agreement is
in effect. The Total Fee shall be an aggregate fee paid for services
rendered with respect to this Fund and such other Credit Suisse Funds
for which the Sub-Adviser has been appointed as such and which CSAM and
the Sub-Adviser agree will be governed by this fee schedule.
The portion of the Total Fee allocable with respect to the
Fund for any calendar quarter or portion thereof is equal to the
product of (a) the Total Fee and (b) a fraction: (i) the numerator of
which is the average monthly net assets of the Fund during such
calendar quarter or portion thereof and (ii) the denominator of which
is the aggregate average monthly net assets of the Fund and other
registered investment companies for which the Sub-Adviser has been
appointed as such during such calendar quarter or portion thereof
(rounded to the nearest thousand dollars). "
2. The parties agree that the provisions of the
Sub-Advisory Agreement, as amended May 14, 2002, except as amended by this
Amendment, shall continue in full force and effect.
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Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE EMERGING MARKETS FUND, INC.
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/X. Xxxxxxxx X.Xxxxxxx
Name: X. Xxxxxxxx X. Xxxxxxx
Title: Director (Legal) Managing Director
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